VvC: Venom versus Carnage
by ComicFreak04
Summary: spinoff of Spider-man 3. Spidey cant beat him. Even Venom will have trouble stopping this guy. That's right. Venom's alive! But Carnage might have something to say about that. Now PG-13. It can get pretty gruesome.
1. intro

Cletus Kassidy sat in his cell. He would be there for a while. 11 consecutive life terms. The door to his cell opened. A cop threw in a bum. He had long blonde hair a long blonde beard. He was severely burned. He was almost inhuman looking.

Cop- Hey Kass, you gots a new cellmate.

Cletus- Whatever.

The bum sat down on the bottom bunk. The cell door closed.

Bum- Ya wanna see somethin really cool?

Cletus- Huh…wha…yea sure. As long as it doesn't involve you pulling down your pants.

Bum- HA! Don't worry about that.

The bum ripped open his trench coat. There was a large black spider tattooed to his chest.

Cletus- That's pretty cool, man.

Bum- Nahh…just watch.

The black tattoo started to bulge out of his chest. It jumped off of the bum and on to the floor.

Cletus- Wait a tick. I know you. You're that Venom guy. What's your name? Eddie Brock. Nice to meet you man.

Eddie- Yea, that's me. Just watch.

The black blob turned into a sphere. It split into two spheres. One sphere went back to Eddie. It turned back into the black spider again. The other sphere jumped onto Cletus' chest. It turned blood red. Cletus looked down and saw that the red goo was spreading on his chest. Cletus felt ice cold. He screamed.


	2. Aftermath

Spiderman jumped through a hole in the wall. He looked up to see about six medics, a dozen cops and one detective wearing a beige trench coat.

Detective- Well, well, well. Since when is Spiderman involved in solving crimes?

Spiderman- I do what I can. And besides, this may involve somebody I know.

Detective-You were pals with Kassidy?

Spiderman- No. Last night, I was hanging around, if you catch my drift. I thought I saw someone that I knew. Before I could make a move a couple of cops walked by. My "friend" spat on them. They took him here. I followed them. I decided to lay low for the night. Today, I showed up to this. So…umm…what happened here?

Detective- We're still trying to figure that out. I guess I can trust you. After all, you saved the city a couple times already. We might need you again. Well…here's what we know. We threw this bum in a cell with Cletus Kassidy, the serial killer. About five minutes later, Kassidy started freaking out. That's pretty normal. The guy was insane. So anyway, to make a long story short, nobody cared. The security guards ignored the screams.

Two medics walked by with a bloodied guard on a cot.

Spiderman- Good work, sir.

Detective- Don't be a menace.

Spiderman- Oh, but don't you read the papers? I am a menace.

Detective- Anyway…When a guard finally went to Kassidy's cell, all they saw was the bum, your friend, laughing. Then from behind, the guards were attacked by a monster.

Spiderman- Right…That sounds believable.

Detective- Just look around. Isn't the giant hole in the wall proof enough for you?

Spiderman- I guess. Where's the bum?

There was a long silence.

Detective- He's gone. We can't find him.

Sorry it's short. Coming soon: Fantastic Four and Inside the Mind of a Serial Killer


	3. CARNAGE!

I saw it. I saw it happen. My father. That night. I saw it happen. My mother. They fought. The knife. AARRGGHH! DEAD! BASTARD! I can kill. Guts. GRANDMA! Another and another and another and another. HAHAHAHA! It only takes guts. Another. Everything is dead. EVERYTHING I TOUCH IS DEAD! It only takes guts.

Cletus sat on top of the Empire State Building. How did he get up here. He thought. I was in jail. That bum. Brock. Eddie Brock. He must have broken me out. YES! I'm back. Cletus got up and walked to the window.

Cletus- MONSTER!

He looked into the mirror and saw a horrible creature. It looked like red and black liquid. It was hunched over. It had sharp teeth. Rows of them. Giant white eyes. Cletus back away. He took one step too many. He fell over the edge. Cletus screamed as he fell closer and closer to the populated street below. He heard a _THWIP. _A long line of sticky red and black material shot out of his wrist and back to the top of the building. Cletus screamed as the liquid line pulled him back up. Before he knew it, he was standing on top of the Empire State Building again. He was looking through the window again. Looking at the reflection of himself. Of Cletus Kassidy. Of Carnage.

Spiderman swung through the city. He had to have been seeing things. Eddie Brock is dead. He should be dead. Is he. Thinking back, Spiderman never checked to make sure. But if that was him, where is he? Spiderman had been searching for hours. No sign of Venom or Eddie. Spiderman wasn't expecting to see Venom. He saw the ashes of the suit drift into the wind. The suit was dead. It had to be. But Eddie. Eddie was alive.

Carnage stood at the edge of the Empire State Building. He jumped down and landed on his feet. People saw him and ran.

Carnage- I'm gonna suck these people dry.

He grabbed the first guy he saw and bit his neck. He sucked every cup of blood from his body. He threw the dead, dry body to the ground. He grabbed a woman. Carnage laughed an evil laugh. He was answered with a kick in the face by a scarlet and blue boot. Spiderman was looked at the two bodies and almost threw up.

Spiderman- Oh god. Oh God Eddie. What did you do? You have to pay for this. Oh my God. Eddie. Eddie, What did you do!?!? EDDIE!!

Carnage- Why are you calling me Eddie? I'm not Eddie!

Spiderman- Venom, Eddie. WHATEVER! You…you…you killed them.

Carnage laughed.

Carnage- Isn't it great? HAHA! You want to go next?

Spiderman- This isn't funny. Oh my god.

Carnage grabbed a twelve year old boy. He opened his jaw. It dropped down farther than any jaw should drop.

Spiderman- NOOO!

He jumped at Carnage, tackled him, and threw the little boy far from the action.

Spiderman- You're sick.

Carnage just laughed and tackled Spiderman. Carnage beat Spiderman. Spiderman didn't even have a chance to throw a punch. Spiderman thought, How could Venom be so strong. He thought. This isn't Venom. It's Cletus Kassidy. From the prison. He managed to get the words out.

Spiderman- Kassidy?

Carnage stopped throwing punches.

Carnage- Close. You can call me Carnage. Now I am going to do what nobody else could do.

Carnage unhinged his jaw. He was going to actually eat Spiderman when he was sprayed with machine gun fire. He turned around to see a SWAT team unit. He looked at Spiderman's twitching body.

Carnage- We'll meet again.

He jumped about thirty feet in the air and landed on top of a building. Spiderman just laid there. He looked and saw Carnage leave. Thank God, he thought. He couldn't feel his legs. He was spitting blood behind his mask. He felt like there was a hole in his stomach. A medic ran over to him.

Medic- Spiderman?

No answer.

Medic- This guy needs help. He's really hurt. I'm gonna pull your mask off.

Spiderman- NOO!

Spiderman sickly got up.

Spiderman- Just let me be. Be careful. I need to get help with this guy. Thank you.

Spiderman slowly swung towards one of his trustworthy friends' house.

Dr. Curt Connors sat in his living room, reading a book. He heard a small rapping on the window. He walked over and opened it. Spiderman fell through.

Connors- Spiderman? What happened.

Spiderman- no time. I need help.

Connors- I'm sorry. I'm not that kind of doctor.

Spiderman- I helped you before. (referring to the Lizard fiasco) Help me now. Friend to friend. Teacher to student.

Connors- What?

Spiderman pulled off his mask to reveal Peter Parker. One of Connors' students.

Connors- Oh no, Peter. I can't help you. I have to make a phone call. You'll be ok.

Peter woke up two days later. He was in one of Connors' reliable friend's care. He was a good man. His name was Doctor Alan Goldberg. He was a good man. An expert. He walked in the room with Connors. Connors had been there every day.

Goldberg- Well you're finally up. It's about time.

Peter- Dr. Connors?

Connors- Don't worry. He doesn't know.

Peter- What happened?

Goldberg- You passed out at Connors house. He called me and we brought you here. You're in pretty bad shape. You broke three ribs and have internal bleeding. You have to stay here for a little while.

Peter- No. I have something that must be done.

Connors- No Peter! You can't stop him alone!

Peter- I know. I know the people to call.

About an hour later, Spiderman stood looking at the Baxter Building.

R&R Next Chapter will have the Fantastic Four and you'll finally find out what happened to Eddie Brock and Venom.


	4. Rejection with a touch of VENOM

Johnny Storm sat in his bedroom. He was having a little fun with his good friend Ben Grim. Well, Ben wasn't having much fun. He was actually on the verge of a heart attack.

Johnny- FLAME ON!

He was ignited.

Ben- You'll set the building on fire!

Johnny laughed.

Johnny- FLAME OFF!

The flames went out.

Ben- You that again and I swear to God…

Johnny- Ok. FLAME ON! HAHA!

Ben- That's it!

Ben grabbed the flaming Johnny by the neck but burnt his hand. Johnny, now the Human Torch, just laughed.

Ben- It's funny, huh?

Ben turned into the rock creature known to many as the Incredible Blue Eyed Thing or just the Thing.

Johnny- FLAME OFF! Whoa, Whoa, big man. You'll bring the building down.

Thing- How do _you_ like it?

Johnny- Ok, ok.

Computer voice- INTRUDER ALERT! INTRUDER ALERT!

Thing- What? How?

Johnny- FLAME ON!

Reed Richards ran in with his lovely wife, Sue, or the Invisible Woman.

Reed- What's going on? What happened? Who set the alarm?

Reed and Sue- Johnny…

Thing- Not this time. We got a real intruder.

Spiderman stuck his head in the door.

Spiderman- Intruder? I thought we were cool with each other.

Reed- It's just you.

Ben- Ya know. You should try the door bell once in a while.

Spiderman- Aww… but that wouldn't be as much fun.

Torch- That's incredible. You got past our alarm long enough to get in.

Spiderman- Yeah. You should see me without broken ribs.

Sue- Broken ribs? Oh God, what happened.

Spiderman- I don't want to talk about it. I came here because I need your help.

Reed- How?

Spiderman- I need you guys to take out that Carnage guy. I don't know if you've heard of him yet, but I can't take him alone. I was pummeled.

Ben- Yeah. I saw. Actually I was hopen you would show up and ask for help.

Reed- No.

Ben- What? Why not?

Johnny- We have to go. We can't let this guy destroy the city and its people.

Sue- I'm with Reed on this. It's just too dangerous.

Spiderman- But…but if you don't go…who will?

Reed- Someone else. Someone more powerful.

Ben- Reed, I can't believe you.

Reed pulled Spiderman aside.

Reed- I'm sorry. I just can't bring my friends…my family into this. This Carnage is just too dangerous.

Spiderman- I can't believe you're backing down from this.

Reed- I AM NOT BACKING DOWN! I'm being reasonable. Be realistic. The only way that thing can be defeated…is to have something of equal strength. And…and…and I don't think we're that strong.

Spiderman- You could have at least tried.

Reed- What are you going to do?

Spiderman- There's only one man that can stop this. I just have to find him.

That night Spiderman started his search for Brock. Web swinging was extremely hard. The pain in his chest was so unbearable. He went back to where he saw Eddie that night. Sure enough, there was the bum. He was sitting there and was throwing rocks at passing pedestrians and cars. Spiderman jumped down in front of him. The landing killed his ribs, but he fought it. He couldn't appear weak to his greatest enemy.

Spiderman- I would have thought that the greatest villain of all time would be doing something more productive than sitting in a gutter throwing rocks at people.

Eddie- Parker! You son of a bitch!

Spiderman- Nice to see you again too.

Eddie- You better get out of here now.

Spiderman- I don't know how to ask this but…

Eddie- HAHA, Kassidy.

Spiderman- He's a maniac.

Eddie- That's why he's perfect.

Spiderman- You have to take him out.

Eddie- He's ours. We created him.

Spiderman- We? But…

Eddie laughed and transformed into his Venom form.

Spiderman- But how?

Venom- You thought the suit would just abandon me? We are one once again.

Spiderman- Right…You have to kill that Carnage guy. You're the only one who can.

Venom- You're probably right.

Spiderman- Well actually. Carnage was a lot tougher than you were.

Venom- You're pathetic. We can control him if we wanted anyway.

Spiderman- I think you're wrong.

Venom- We'll show you. Than we'll come back for you.

Venom jumped up and left.

R&R Welp If you love Spiderman don't read anymore because that's about it for him. But don't worry. He'll be back. Coming next: VENOM VS CARNAGE! Hell…that's why you're reading right?


	5. VvC: Round 1

Hey Readers, If you are expecting me to just rewrite the comics, sorry. This is my fic and its going to be very different from the comics from here on out.  
  
Venom just had to follow the smell. The stench of dead bodies was in the air. He loved it. He landed in an alley where the smell was the strongest. He looked around. He saw a cop laying on the ground, dead. Venom laughed aloud. He turned the cop over. To a normal, person, it would have been a horrible sight. Even Venom felt a little disgust when he looked at the body. The cop's skin was grey. It looked like the cop had been lying there for hundreds of years. A look of horror was in the cop's open, yellow eyes. Venom pulled the cop's shirt off. His entire stomach was wet with saliva. There was a set of huge teeth marks. Venom laughed again.  
  
Venom- He's been here recently. (sniffs air) We'll find him.  
  
Venom jumped up and went looking for the next body. About twenty minutes later, he found it. He also saw Carnage running from the scene. Venom took chase. Carnage looked back and stopped short.  
  
Carnage- What are you doing here?  
  
Venom- We've come to make you an offer.  
  
Carnage- Really?  
  
Venom- Spiderman wants us to take you down. But we think differently. We dedided that we'll let you help us kill him. Then, we'll allow you to help us take the city for ourselves after the bug's dead.  
  
Carnage- (laughs) I don't think so. I can take the bug myself. And for the city...who says I want it? And besides, I work alone.  
  
Venom- How dare you?!? No one says no to US! NO ONE!  
  
Carnage- Don't get mad now.  
  
Venom- We're beyond mad already. WE CREATED YOU! US! WITHOUT US, YOU'D BE NOTHING! NOW...WE'LL SQUASH YOU INTO NOTHING!  
  
Venom and Carnage charge at each other. They collide and grapple with each other. The force of their collision shakes the ground. Punches are thrown but neither party is hurt. They push off of each other and go flying into opposite walls of the alley. Carnage and Venom jump back up, unhurt. Venom's hand suddenly grows into a giant claw. Carnage is unimpressed.  
  
Carnage- Nice. Now I'm scared.  
  
Carnage put his hand out, palm up. A circular blade comes from it, as if it came from under his flesh. He shoots it out at Venom's claw and hits it dead on. Venom's claw shrinks back to a hand as he screams in pain. The blade came out of his hand and returned to Carnage. Venom looked as his hand wound healed instantly.  
  
Carnage- Interesting.  
  
Venom- You have no idea.  
  
Venom and Carnage grab at each other again. Carnage looks Venom in the eyes, smiles, and shrieks a horrible sound into the air. The sound weakened Venom's grip. Venom retaliated by spitting a glowing, green liquid into Carnage's face. Carnage screamed as his face melted away to reveal Cletus Kassidy. Kassidy looked around. Before he could move, the mask re-grew and Venom was once again staring down Carnage.  
  
Carnage jumped up and landed on a clothesline. He balanced with ease. Venom jumped up with equal ease. They began to fight. Venom tried to kick Carnage but Carnage grabbed Venoms leg and pushed him off the clothesline. Before Venom hit the street, he shot his black webbing out at the building across the street. He swung and landed on top of it.  
  
Carnage- Running away?  
  
Venom- Hardly.  
  
Venom shot another strand of black webbing to the clothesline. He swung and kicked Carnage off the clothesline. Venom looked down and saw Carnage already crawling to get up.  
  
Venom- We don't think so.  
  
Venom jumped down and landed on Carnage's back. He heard the bones in his spine break. Carnage let out a gargled scream and fell on his face. Venom laughed and got up. He was about to jump up when he heard a noise. He turned around and Carnage was gone.  
  
Venom- That son of a...  
  
Carnage jumped up from behind and turned Venoms head in an almost ninety degrees angle. Venom fell to the floor, dead. Carnage laughed and jumped away.  
  
THE NEXT MORNING The suit injected itself into Eddie's neck. It repaired the bones. It slowly twisted Brock's neck back into place. Eddie regained consciousness.  
  
Eddie- What happened?  
  
The ever-familiar voice in his head answered.  
  
Voice- It was Kassidy. He betrayed us.  
  
Eddie- No. We created him. He will die in our constricting hands.  
  
Voice- Yes...all in good time.  
  
Eddie- No. We can't kill him. He's too strong. He can regenerate too fast.  
  
Voice- We can kill him. He's just a mirage. Nothing more.  
  
Eddie- A mirage? How?  
  
Voice- On the outside, he is powerful. He is near invincible. However, on the inside, as we saw, he is still Cletus Kassidy.  
  
Eddie- Yes...But how do we force him out?  
  
Voice- Our acid worked, but that was too temporary. We need something stronger. An amazing weakness. Because he is nearly the same as us, he might have the same weaknesses.  
  
Eddie- FIRE!  
  
Voice- I hate it, but it may be our best chance.  
  
Eddie- But if it backfires, we are as good as dead. We have to be careful.  
  
Voice- We won't let it backfire. We will be extremely careful.  
  
Eddie- Yes...and once Kassidy is exposed...  
  
Voice- We'll crush him like the bug he is.  
  
Please R&R! More chapters coming. Look for more Fantastic Four, Spiderman and of course, your stars, Venom and Carnage. Round 2 coming very soon! 


	6. Fury

Carnage ran through the sewers. He hadn't stopped since the night before. He knew Venom would not be dead. He knew he'd be back. Venom showed to be a worthy opponent, an unfortunate obstacle. Carnage needed a way to defeat Venom once and for all. It seemed unlikely. It just didn't seem possible. However, Carnage could imprison Venom. He couldn't put him in jail. He could trap him somewhere. Maybe he could smother him with cement. These thoughts ran in his head as he traveled through New York's sewers. He turned a corner and felt a rumble in the ground. The rumble grew and soon Carnage could hear a growing noise. He turned around to see a series of explosions behind him. He tried to outrun them. No way. The explosions hit him like a punch in the face. It wasn't the actual explosion, but the debris that went flying everywhere. He was showered with rocks and lead pipes. Carnage jumped and was hailed with gunfire. He absorbed every bullet. The gunfire stopped and the gunfire stopped. A man walked out towards Carnage. He had full body armor. He had brown hair and a brown eye. Only one eye was visible. The other was covered with an eye patch. He came out and introduced himself as Nick Fury.

Nick Fury- My name is Nick Fury of the Strategic Hazard Intervention Espionage and Logistics Decorate, or just SHEILD. I am here to inform you that you are under arrest. Resistance to arrest will result in your death.

Carnage- Like hell it will!

Carnage jumped up but was hit with a giant spiked net before he could make his first move. Just like that, it seemed Carnage was done. Carnage struggled to no avail.

Fury- Well…you're not so tough after all.

Another SHEILD operative walked over and tried to inject him but Carnage's skin was too thick.

Operative- Sir…what are we gonna do?

Fury- I think I have just the thing.

Fury reach in his bag and pulled out what looked like a giant syringe with a drill as the needle.

Fury- This should do it.

The operative laughed and slowly walked towards Carnage with the drill in hand.

Carnage woke up in a metal room. There were four walls, no windows, and only one small slot in one of the walls. He heard a door open and the slot suddenly grew into a large window. Carnage jumped for it, but was shocked by an invisible screen of electricity. A man walked in view. It was Nick Fury.

Fury- Welcome to Ravencroft Asylum. You'll be spending a nice long time here. I assure you, it will not be so easy escaping from this place.

Carnage- I'll get out.

Fury- If you do… I'll be there to put you back in.

Fury walked out. Carnage started picking things up and throwing them at the window. They would bounce back as it hit the electric field. The window started to shrink again. Carnage threw a book at the window and it went through. That was when he realized the when the slot shrunk or grew, the force field went off. That would be the core of his escape.

After a week, Carnage had it all planned out. It went like this. When his daily meal came, he threw his toilet out the window as it opened. It hit the man delivering it. Carnage jumped threw before the electricity force field went on. He looked around and saw himself in a long hallway. He slowly walked down it. To his right, there were cells just like his. Inside were murderous men. None of them were as bad as Cletus Kassidy. They were small time serial killers.

Carnage got to the end of the hallway. There was a door that needed a security code. Carnage just punched it in and sent the door flying. He came to a room with an elevator, a door, and four windows. The windows were barred, of course, but it was the first time Carnage had seen the outside world for a week. He tore the bars off and jumped out.

Nick Fury sat in his office with a cigar in his mouth. A SHEILD operative ran in.

Operative- HE'S GONE! CARNAGE ESCAPED!

Fury- No…It can't…he couldn't have.

Operative- We have footage of him leaving Ravencroft an hour ago.

Fury- Then let's move out.

Carnage was free. Now to find Venom. Then he'll get Spiderman. And if he feels like it, he might have some fun with Fury. He needed a place to stay for the day right now. He swung his way over to New Jersey. He went to the Meadowlands. He landed in the middle of Giants Stadium. There shouldn't be anyone there. He walked around and looked for a spot to sleep. He sat down and heard a thump. Carnage turned around and saw Venom standing there.

Spiderman followed Venom all the way to Giants Stadium. So… the final showdown would be in New Jersey. Spiderman swung and landed on the lights of the stadium. It would be better if nobody saw him until he wanted.

Fury sat in the chopper as it flew towards the city. The pilot turned to Fury.

Pilot- I just got a message from base. We have Carnage and Venom in Giants Stadium. They also said that Spiderman is there.

Fury- Then we'll be there also. This will end now.

Next chapter will have Spidey vs. Venom vs. Carnage vs. SHEILD. And expect a guest that will turn the tide of the battle.


	7. VvC: Round 2

Venom stood and looked at Carnage in the eyes. Carnage stared back.

Venom- We were wondering when you would finally show up. Where were you?

Carnage- Prison.

Venom- Really? Well…We're going to send you somewhere far worse than prison.

Venom ran at Carnage and threw an uppercut. Carnage was taken back and went flying. Venom jumped and tackled him before he hit the floor. He landed on Carnage and started pounding him in the face. Carnage caught Venom's fist.

Carnage- Don't you learn. There is now way of killing me.

Venom- We found a way to kill you. You are not invincible.

Venom spit his acid in Carnage's face. The suit deteriorated. Venom backed up and sprayed Carnage with the acid. Carnage screamed. The whole suit boiled and disappeared. Cletus was exposed. He looked at Venom and tried to run, but Venom caught him. Cletus kicked Venom in the face. Venom let go. Cletus' suit regenerated and he was Carnage once more.

Meanwhile, Spiderman had seen enough. He jumped down and went to attack Venom.

Nick Fury sat in his chopper as the stadium came into view. In a moment, they were right over it. He talked into his microphone to the twenty other SHEILD officers behind him.

Fury- Remember, men…Carnage is our main target. Don't attack anything unless it attacks you fist. Carnage or attackers…THAT'S IT!

Spiderman jumped down and kicked Venom in the face.

Spiderman- Long time, no see, ugly.

Venom- SPIDERMAN!

Venom jumped up at Spiderman and kicked him in the stomach. Spiderman's ribs throbbed with pain. He thought, "What was I thinking? I'm in no condition to fight. It's already too late. I can't run now. I'm going to die tonight."

Carnage watched Venom and Spiderman fight. Then he heard the sound of helicopters. He turned around and saw about ten army choppers coming over the horizon of the stadium. They all had SHEILD printed on their sides. He looked through the windshield of the leading chopper and saw Nick Fury's angry face coming down. Soon enough, missiles were coming from the choppers. Carnage dodged a few, was hit by one, and was sent flying back. Carnage jumped up and caught two more. He threw them at Fury's chopper. The chopper dodged one. It went flying into another chopper, killing every SHEILD agent onboard. Fury's copter couldn't dodge the second. The tail was blown off and he went down. They crash landed at about the twenty yard line. Fury came out with a giant gun in hand. Fury took aim and fired at Carnage. A huge missile cam out. Carnage laughed and was about to jump out of the way. Then, the huge missile broke into five smaller ones. Each of the five smaller ones broke into five smaller ones. Soon there were twenty-five missiles headed right at Carnage. He couldn't dodge them. He was hit by six of them and went flying through the goalposts.

Fury- It's good!

Carnage was out cold and laid stiff in the third row.

Meanwhile, Spidey and Venom fought. Spiderman actually put up a good fight. All credit goes to his Spider Sense. Without it, Spidey would have been dead in a moment. Venom threw a punch and Spiderman dodged it. He punched Venom in the gut and he went flying. He land on his feet.

Venom- I was going to save this for Carnage, but I think I'll use it on you.

A pocket appeared in Venom's skin. He pulled out a small flame thrower. He shot it at Spiderman. Spiderman dodged the giant flame in the nick of time.

Spiderman- Didn't your mommy ever tell you not play with fire…

Spiderman shot a web at the flamethrower and pulled it away. Spiderman caught it and aimed at Venom.

Spiderman- …you might get burnt.

Venom- NOOOO! PLEASE! WE ARE AT YOUR MERCY!

Spiderman- Oh no. I don't think so. Not this time. This time, I'm taking care of that suit for good.

He shot the flame at Venom. It hit him dead on. Venom let out a high pitched scream. Windows broke. Spiderman collapsed, holding his ears. Nick Fury dropped the gun and grabbed his ears. Even Carnage was in pain. Only the scream hurt his whole body. Soon, the suit started to drip off of him. From the waist-up, Carnage was Cletus Kassidy. Sanity returned to him and he screamed. He was still Carnage from the waist, down. He couldn't control his legs. He ignored the soothing voice in his head. He looked down and was standing in a puddle of reddish-black goop. He screamed for help. No one heard him over the loud scream.

Venom ran around, completely on fire. He fell and rolled on the floor. The flame went out. He got up. He looked almost fine. Spiderman was taken back. The only things that were wrong were that his bare legs were exposed and the suit was already growing back there, and there were spots on his chest that were exposed. In a minute they were al filled. He was completely regenerated. But, even still he collapsed from the pain. Spiderman had done what he had to. He sprayed the unconscious Venom with twenty layers of webbing.

Soon, Carnage was regenerated as well. He grabbed Fury and threw him. A couple of choppers came down and started shooting at Carnage. Carnage jumped up and punched holes in the choppers. The rest retreated. Carnage laughed. Spiderman jumped at him. Carnage caught him and threw him into the ground.

Carnage- Back for more?

Carnage started choking Spiderman. Not again. Spiderman had to beat this guy. He punched Carnage in the side of the head. No effect. Carnage just grasped harder. Spiderman's vision started to blur. He started to panic. After another five seconds, a giant fist knock Carnage in the face. He went rolling across the field. He got up and saw a giant creature made of rock. Next to him was a man that was about 15 feet tall. Next to him was a man set on fire, hovering off the ground. Carnage charged at them. He ran into a wall. No…he couldn't have. There was nothing there. He ran again, and went right into the wall. He jumped up and hit an invisible ceiling. He soon discovered that he was in an invisible box. A woman appeared out of nowhere. He screamed. He snapped at her. The man that was on fire hovered over.

Torch- Make a tiny hole.

Invisible Woman- Are you insane?

Torch- Just do it!

The Human Torch stuck his finger in the hole. Carnage looked at it with a suspicious look. Then, giant bursts of flame came out. In about ten minutes, The whole box was filled with flame. Reed Richards walked over and shrunk back to his regular size.

Reed- You think he's dead?

A giant claw came from the flames and went against the invisible box. The Thing laughed.

Thing- Nope.

Cletus Kassidy woke up in a cell at Ravencroft. Was it a dream? The suit was gone. He couldn't feel it in his body anymore. The voice was gone. Thank God. But was he happy? Did he really want the suit to be gone? No. He did want it. He wanted the power. He got up. This cell was different than the first. There were three walls and one set of bars. He had a window. There were cells across from him. He looked across and saw a man in the cell across the way. He walked over to the bars and got a closer look. It was Eddie Brock. Eddie smiled and waved. He pulled open his shirt and started laughing. There was the black spider again. The spider looked up and smiled at Cletus. Eddie started laughing. Cletus backed against the wall. He screamed for help. No one came. Nobody would come. After all, he _was_ crazy.

The doorbell rang at the Baxter Building. Ben Grim walked over to the door and opened it. Spiderman stood there. Ben started to laugh and invited him in. Reed and Johnny walked in, followed by Sue.

Reed- Spidey!

Spiderman- Hi. I just wanted to thank you guys for coming out and helping me.

Ben- No prob.

Johnny- Yeah…It's cool.

Reed- Well…when I said I didn't want to put my friends in harm's way, I realized that you were a friend too. We couldn't just let you go out there and get hurt.

Spiderman- Yeah, well… thanks.

Sue- Well, that's why we're here…to help out people in trouble.

Venom looked back at Ravencroft. He laughed at the giant hole in the wall. He laughed at the fires. He laughed at the thousands of dead police officers. He turned around and jumped back towards the city. Meanwhile, unknown to Venom, a man crawled out from the rubble. The man was Cletus Kassidy. He looked at his wrist and arm. A long red line went from the palm of his hand all the way up his arm, through his shoulders and into the center of his stomach. Cletus looked at it and laughed. He started to walk. He walked through a shadow and when he walked through, he was Carnage. He sniffed the air and went on Venom's trail.

****

Just when you thought it was over, it's not. Venom and Carnage are very much alive and expect another round of fighting. No more Spidey, no more FF, no more SHEILD. Just pure, gruesome, violent, bloody Venom versus Carnage! The final climax battle…coming soon!!!


End file.
